Exhibit
10.24

    PRODUCTION
AND DISTRIBUTION AGREEMENT

    


    This
Agreement will enter into force on December 11, 2009 by and
between:

    


    1.           Hypor
B.V., a company incorporated under the laws of The Netherlands, whose registered
office is situated at Spoorstraat 69, 5831 CK Boxmeer, The Netherlands
(hereinafter called "Hypor");

    


    2.           AgFeed
Industries, Inc., a company formed under the laws of The State of Nevada, whose
principal place of business is located at Rm. A1001-1002, Tower 16, Hengmao
Int’l Center, 333 S. Guangchang Rd., Nanchang, Jiangxi, China 330003
(hereinafter called “AgFeed”);

    


    and

    


    3.           Hypor
Agfeed Breeding Company,
Inc.,
a private company organized under the laws of the People’s Republic of China,
whose registered office is at Rm. A1001-1002, Tower 16, Hengmao Int’l Center,
333 S. Guangchang Rd., Nanchang, Jiangxi, China 330003, (hereinafter called
"HABC," and together with Hypor, the “Parties”).

    


    WITNESSETH:

    


    WHEREAS,
Hypor is active in the field of the breeding of pigs and produces (great) grand
parent stock and semen of same stock levels for production of great grand
parent, grand parent and parent stock pigs and, in relation thereto, avails its
expertise, know-how and other information in relation to the selection and the
production of pigs (gilts and boars);

     

    WHEREAS,
HABC would like to produce great grand parent, grand parent and parent stock
pigs and sell grand parent and parent stock pigs from Hypor’s (great) grand
parent stock within the the Territory (as further defined hereinafter) and in
connection therewith would like to receive related breeding know-how and other
information;

     

    WHEREAS,
AgFeed, one of the largest hog producers in the People’s Republic of China,
desires to purchase Grand Parent and Parent Stock pigs (all such terms as
defined hereinafter) from HABC;

     

    WHEREAS,
Hypor possesses the trademark “Hypor” to be used in combination with the sale of
(Great) Grand parent stock pigs and Parent Stock pigs as produced by means of
(semen of) (great) grand parent stock pigs delivered by Hypor (hereinafter
referred to as “Trademark”); and

    


    WHEREAS,
HABC desires to use the Trademark solely in connection with the utilization,
marketing and sale of (grand) parent stock pigs in the Territory.

    


    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
conditions herein contained, the undersigned have agreed and do by these
presents agree as follows:


    
      
         


      

      
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    ARTICLE 1
- DEFINITIONS

    


    
      	
              1.1

            	
              For
      the purpose of this Agreement, the following terms shall have the
      following meanings:

            


    

    


    (a.)           “Effective
Date” means December 11, 2009.

     

    (b.)           “Great
Grand Parent Stock” means; genetic nucleus animals (boar and sow) that produce
Great Grand Parent and Grand Parent Stock for the production nucleus and
multiplication levels of the breeding pyramid.

     

    (c.)           “Grand
Parent stock” means; the parents (boar and sow) of the Parent Stock (boar and
sow).

     

    (d.)           “Parent
Stock” means the parents (boar and sow) of the final commercial product, being
slaughter pigs.

     

    
      (e.)           “(Great)
Grand Parent Stock” means both Great Grand Parent Stock as well as Grand Parent
Stock.

    

    


    
      (f.)           “(Grand)
Parent Stock” means both Grand Parent Stock as well as Parent
Stock.

    

    


    
      (g.)           “Territory”
means: the Provinces or Municipalities within the Peoples Republic of China
commonly known as Anhui, Hubei, Zhejiang, Jiangsu, Jiangxi, Hunan, Guangxi,
Fujian, Guangdong, Hainan Provinces and Shanghai.

    

    


    ARTICLE 2
– SCOPE OF THE AGREEMENT

    


    2.1           From
and after the Effective Date, HABC shall purchase (Great) Grand Parent Stock and
the semen therof from Hypor and Hypor shall, with regard to the Territory, sell
(Great) Grand Parent Stock and the semen thereof to HABC in such quantities as
HABC will order according to Article 7 hereinafter.

    


    2.2           In
addition to section 2.1, Hypor will provide HABC with expertise, know-how and
other information in relation to the production and the selection of (Great)
Grand Parent Stock (the “Information”). For this purpose, HABC shall provide
Hypor with information consistent with the instructions of Hypor. Upon receipt
thereof, Hypor will calculate and communicate to HABC the breeding values of the
Grand Parent Stock as produced by means of the Great Grand Parent Stock or
related semen as supplied by Hypor. Additionally, Hypor will advise HABC whether
or not the thus produced Grand Parent Stock can be used as a Great Grand Parent
Stock for HABC’s breeding program.

    


    2.3           Any
and all expenses incurred by HABC in respect of its services under this
Agreement, including sales promotion and sampling, shall be for its own account,
unless it is expressly agreed to otherwise in writing.

    


    
      
        
        

      

      
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    ARTICLE 3
-  RESTRICTIONS

    


    3.1           It
is understood that HABC will purchase semen of as well as (Great) Grand Parent
Stock from Hypor not for reselling purposes but for the sole purpose of HABC
producing and distributing (Grand) Parent Stock, in its own name and for its own
account, unless it is expressly agreed to otherwise in writing and in advance
thereof. In addition, HABC agrees that it shall not encumber, permit the
attachment of any liens, pledge, mortgage, sell or in any other way transfer to
a third party the rights, title or interest in the semen of (Great) Grand Parent
Stock as well as (Great) Grand Parent Stock purchased from Hypor.

    


    3.2           In
addition to section 2.1, the sale of semen of (Great) Grand Parent Stock as well
as (Great) Grand Parent Stock by Hypor to HABC hereunder is conditional upon
HABC mating the (Great) Grand Parent Stock or using the semen of (Great) Grand
Parent stock as Hypor shall reasonably direct.

    


    3.3           During
the term of this Agreement, HABC will refrain, directly or indirectly, from
promoting, selling, distributing or otherwise handling in the Territory –
whether for its own account or on behalf of any third party – any products of
the same or similar nature, conception or applicability as (Great) Grand Parent
Stock, (Grand) Parent Stock and/or other product whose sale is competitive with
that of the (Grand) Parent Stock, unless with the written consent of Hypor, not
to be unreasonably withheld.

    


    3.4           HABC
will not attempt to include any one (1) or more of either the genetic lines of
Hypor or genetic lines from other sources in any foundation or pedigree breeding
of pigs that may be controlled directly or indirectly by HABC or a third party,
during the course of this Agreement and within five (5) years after its
termination.

    


    3.5           In
the event HABC becomes aware of a sales opportunity for (Grand) Parent Stock
outside the Territory, HABC will make commercially reasonable efforts to inform
Hypor of such opportunity, upon which the latter, in consultation with HABC,
will decide on how to proceed with such opportunity.

    


    3.6           HABC
agrees that it shall purchase all non-internal replacement animals from Hypor,
and AgFeed shall purchase, and HABC or Hypor, as applicable, shall sell to
AgFeed, all of AgFeed’s, Grand Parent Stock annual requirements for its Lushan
and Gangda hog farms, as well as such requirements for any additional multiplier
farms added by AgFeed during the term of this Agreement, first, from HABC and,
second, from a Hypor breeding farm in the event of a health issue regarding the
supply of animals from HABC.

    


    ARTICLE 4
– TRADEMARK

    


    4.1           Hypor
hereby grants to HABC the right to use the Trademark, as is defined in Schedule
4.1, in connection with the sale of the (Grand) Parent Stock by HABC in the
Territory, and HABC agrees to use the Trademark solely in connection with the
sale by HABC of (Grand) Parent Stock in the Territory at all times during the
term of this Agreement, unless otherwise agreed to by Hypor in writing and in
advance.


    
      
         


      

      
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      During
the term of this Agreement, Hypor shall at all times remain the owner of the
Trademark in the Territory and HABC shall not have the right to use the
Trademark after the termination or expiration of this
Agreement.

    

    


    4.2          HABC
shall not display or use the Trademark in such manner that its distinctiveness,
reputation or validity might be impaired, and HABC will not display the
Trademark in such relation to a mark of HABC or of any other third party as to
suggest that the two marks constitute a single or composite mark.

    


    4.3          HABC
will not conduct its business under a business name or trading style identical
with or in a manner that, in the reasonable opinion of Hypor, is confusingly
similar to the Trademark or which might impair the validity, reputation or
distinctiveness of the Trademark.

    


    4.4          HABC
shall not attempt to register any trademark that is similar to the Trademark or
use any trademark that is similar to the Trademark whatsoever, whether during
the term of this Agreement or after its termination.

    


    4.5          HABC
hereby acknowledges that it has no right in or to the Trademark, and HABC agrees
neither to claim any rights in or to the Trademark or dispute or assist others
to dispute the validity or ownership of the Trademark in relation to any pig
activities or to any pig products whatsoever or wheresoever.

     

    4.6         
In the event any claim shall be made against HABC by a third party for trademark
infringement arising from the use of the Trademark by HABC, the latter shall
promptly notify Hypor and Hypor will undertake the defence of such
action.

    


    4.7          HABC
shall promptly notify Hypor if it discovers that any third party is infringing
the Trademark. Upon reasonable request, HABC shall cooperate with Hypor in the
prosecution of such action, and all payments of damages received by Hypor in any
suit shall be the property of Hypor.

    


    4.8          HABC
shall not give, or imply that it is authorised to give or that it is giving any
permission to any third party to use the Trademark.

    


    4.9         
HABC shall co-operate with and assist Hypor in obtaining recordal of HABC as a
registered user of the Trademark if such is not yet registered at the date of
this Agreement,. In connection therewith, HABC hereby agrees that it will sign
any such documents as may be required by Hypor and supply all such information
as may be necessary to assist Hypor in obtaining the said recordal or
registration of the Trademark.

    


    ARTICLE 5
– SALES PROMOTION

    


    5.1          HABC
undertakes to stimulate the sale of (Grand) Parent Stock as provided for herein
to the best of its ability. In connection herewith, HABC will maintain on its
staff an adequate technical service charged with the responsibility of imparting
this technical information and assistance to the customers of (Grand) Parent
Stock.

    


    5.2          Hypor
shall, in its sole discretion, support the promotional efforts of HABC by
supplying, free of charge, technical and commercial
information.


    
      
         


      

      
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    5.3           Printing
proofs of all labels, folders, leaflets, written articles, pamphlets or other
printings or materials that HABC wishes to use in connection with the (Grand)
Parent Stock or the promotion or sale of the (Grand) Parent Stock shall be
submitted to Hypor for prior approval.

    


    ARTICLE 6
- REGISTRATION AND AUTHORIZATION

    


    6.1           HABC
undertakes to have this Agreement and the (Great) Grand Parent Stock or related
semen (insofar applicable) registered with and authorized by the relevant
authorities in the Territory as may be required in the Territory for the sale of
(Grand) Parent Stock within the scope of this Agreement. At Hypor’s request,
HABC will forward to Hypor copies of any and all relevant files and documents
pursuant to any such registration or authorization.

    


    After
termination or expiration of this Agreement, HABC will cooperate with Hypor, at
Hypor’s request, to promptly transfer the above registrations or authorizations
to Hypor or a third party designated by Hypor.

    


    HABC will
make commercially reasonable efforts to ensure that the registrations or
authorizations mentioned herein are maintained during the term of this Agreement
and thereafter until the earlier of:  (i) effectuation of the
aforesaid transfer or (ii) the one year anniversary of the termination or
expiration of this Agreement.

    


    ARTICLE 7
- PURCHASE ESTIMATES

    


    7.1           In
order to assure HABC of an adequate supply of (Great) Grand Parent Stock and/or
related semen and to secure a proper planning of the production thereof, HABC
shall submit to Hypor, before the first business day of each calendar quarter, a
written estimate of the quantities of (Great) Grand Parent Stock and/or related
semen it expects to purchase during the period of four (4) calendar quarters
commencing with the signing of this Agreement.

    


    HABC’s
estimate shall be accepted by Hypor unless restricted by the limits of its
available production capacity or its commitments to third parties. Hypor shall
inform HABC within three (3) weeks after the date of receipt of the written
estimate whether or not Hypor can accept the estimate submitted by
HABC.

    


    ARTICLE 8
– ORDER PROCEDURE, PRICE, PAYMENT AND DELIVERY

    


    8.1
Without detriment to the provisions of the previous articles: (i) as an initial
placement of (Great) Grand Parent Stock, HABC shall purchase from Hypor a volume
of (Great) Grand Parent Stock as stated in Annex 8.1 and under the conditions as
stipulated therein; and (ii) for the duration of this Agreement, HABC shall
order quantities of semen of Great Grand Parent Stock in order to genetically
link the HABC nucleus farm with other Hypor Nucleus farms, under the conditions
as stipulated in Annex 8.1. Hypor’s obligation to sell any specific amount of
(Great) Grand Parent Stock animals and/or semen of the Great Grand Parent shall
be contingent upon receipt of a purchase order therefore.


    
      
         


      

      
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    8.2           Such
purchase orders shall set forth the quantities of (Great) Grand Parent Stock
and/or related semen to be purchased, the delivery dates and shipping
instructions. Hypor shall deliver the quantities requested in any purchase order
on the delivery date specified and in accordance with the shipping instructions
set forth in such purchase order.

    


    Each
delivery to HABC of (Great) Grand Parent Stock, Parent Stock or related semen
will be separately invoiced by Hypor.

    


    8.3           The
price of the (Great) Grand Parent Stock, Parent Stock and related semen, as well
as the royalty by HABC to Hypor, are listed in Annex 8.1 and attached
hereto.

    


    8.4           All
payments accruing hereunder will be made by HABC within thirty (30) days of the
date of the relevant invoice, in the currency indicated therein and to the bank
account designated by Hypor.

    


    However,
it is agreed that if and when, in the opinion of Hypor, circumstances should
render it desirable, all deliveries under this Agreement will as of then be made
on the basis of a confirmed irrevocable documentary credit or any other form of
pre-payment.

    


    8.5           Delivery
shall be Ex Works Hypor premises (“Ex Works” meaning Ex Works in accordance with
the “INCOTERMS”, as established by the International Chamber of Commerce, most
recent version) in conformity with the shipping instructions or on such other
terms as may be agreed upon separately. Hypor shall not be responsible for the
failure to deliver under, or the incorrect execution of, any purchase order due
to incorrect, incomplete or misleading information supplied to Hypor by
HABC.

    


    HABC
shall designate a delivery date not earlier than ninety (90) days following the
date of receipt of the relevant purchase order.

    


    ARTICLE 9
– INFORMATION AND REPORTS

    


    9.1           HABC
will make reasonable efforts to keep Hypor informed of any changes in local or
general conditions which may affect the sale of (Grand) Parent Stock in the
Territory, including all pertinent current information on competitive products,
and HABC will inform Hypor promptly of any substitution or imitation of (Grand)
Parent Stock, which comes to the attention of HABC.

    


    Furthermore,
HABC will inform Hypor promptly of any complaints or remarks from its clients
with regard to (Grand) Parent Stock.

    


    HABC will
also provide Hypor with quarterly reports setting forth:

    


    
      	
               
      

            	
              (i.)

            	
              sales
      of (Grand) Parent Stock realized in the previous calendar quarter
      specified by area, market and application, with comment on any deviation
      from the previous quarterly
prognosis;

            


    


    
      
         


      

      
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              (ii.)

            	
              a
      program for the coming calendar quarter which will include a forecast of
      the expected sales volume, a marketing and sales promotion plan and any
      other planned activity that could reasonably be regarded to be of interest
      to Hypor.

            


    

    


    9.2          Upon
reasonable advance notice, Hypor representatives will be granted access to
HABC’s premises for the purpose of inspecting HABC’s production facilities and
records related to the production of the (Grand) Parent Stock and to determine
the proper use by HABC of the (Grand) Parent Stock.

    


    9.3          HABC
shall be obliged to keep an accurate registration system according to the Hypor
guidelines. HABC will purchase and use the sow management program to be supplied
and installed by Hypor. Distributor shall pay the purchase fee and annual
maintenance service fee for this program to the supplier of the
programs.

    


    ARTICLE
10 –
CONFIDENTIALITY

    


    
      	
              10.1

            	
              During
      and subsequent to the term of this Agreement, HABC
      shall:

            


    

    


     (i.)           only
use any and all data, know-how, instructions, technical, commercial and other
information as provided by Hypor (the “Information”) for the sole purpose as
mentioned in this Agreement and for no other purpose whatsoever;

    


     (ii.)           return
any physical materials and delete any electronically stored data after
termination of this Agreement.

    


    10.2         In
addition to section 10.1, HABC
shall keep at all times strictly secret from third parties, including those of
its own employees who are not involved in the activities under this agreement,
the Information HABC
may obtain in its contacts with Hypor inclusive of its subsidiaries and/or
affiliates, unless a proper execution of this Agreement is impeded by such
keeping secret. This secrecy obligation shall not apply to knowledge, data,
samples and/or other information referred to above, which are in the public
domain or which have, by no fault of HABC,
come into the public domain.

    


    10.3         In
addition to the preceding sections, HABC
shall at no time derive, directly or indirectly, any right, title or interest
whatsoever from (i) the Information placed at its disposal by Hypor or (ii) any
and all knowledge, data, samples or such other information stemming from the
collaboration under this Agreement, of which HABC
hereby declares to waive any such right, title or interest.

    


    ARTICLE
11 – DURATION, EXPIRATION AND TERMINATION

    


    11.1         This
Agreement will come into effect as of the Effective Date for a period of five
(5) consecutive years. After the initial period of five (5) years, this
Agreement may be extended for subsequent period(s) of two (2) consecutive years,
only by written instrument signed by the authorised officers of each of the
undersigned. Notwithstanding the expiration of the initial or extension
period(s), the obligation of HABC
to pay a royalty under Article 8 shall always remain in effect for an additional
period of one (1) year directly following the initial or extension
period(s).


    
      
         


      

      
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                        11.2 

                      	
                        a)         
      Hypor
      may terminate this Agreement without notice of liability in the event of
      HABC’s
      bankruptcy, voluntary liquidation, change of control, change of
      management, or the merger of HABC.

                      


              

            

          

        

      

    

    


    
      b)           Any of
the undersigned may terminate this Agreement as to another undersigned (a
“Defaulting Undersigned”) without notice in the case where the Defaulting
Undersigned has not complied with its obligations under this Agreement within
thirty (30) days after such Defaulting Undersigned’s receipt of a notice
requiring it to cure its default, sent within thirty (30) days after discovery
of such default.

    

    


    
      	
               
      

            	
              In
      the cases indicated within this Section 11.2, the cancellation will take
      effect immediately, without judicial
  intervention.

            


    

     

    
      	
               
      

            	
              Termination
      or continuation of this Agreement according to 11.2 (b) above does not
      relieve the Defaulting Undersigned of its obligation to indemnify any of
      the other undersigneds for all losses and
  damages.

            


    

    


    
      	
              11.3

            	
              Hypor
      may furthermore terminate this Agreement by registered air-letter at sixty
      (60) days’ notice in the event HABC is not able to sell a minimal annual
      volume of Grand Parent Stock and/or Parent Stock in accordance with the
      business plan as agreed by the shareholders of
  HABC.

            


    

    


    
      	
              11.4

            	
              The
      termination of the present Agreement on one or more of the grounds
      mentioned above shall not imply the renunciation of any rights to be
      derived from this Agreement and shall not relieve the counterparty from
      the fulfilment of all of its obligations
  hereunder.

            


    

    


    
      	
              11.5

            	
              Except
      in the event that as a consequence of breach of agreement this Agreement
      is terminated, no undersigned shall be required to make any payment for
      termination or expiration of this Agreement to any of the other
      undersigneds.

            


    

    


    
      	
              11.6

            	
              Within
      fourteen (14) days of receipt of a termination notice, HABC shall submit
      to Hypor a program under which it will have (i) slaughtered all (Great)
      Grand Parent stock or (ii) destroyed all semen it has purchased from Hypor
      prior to the final day of the initial term of the Agreement or, if the
      Agreement has been extended under Section 11.1, then prior to the last day
      of the extension period.

            


    

    


    
      ARTICLE
12 – MISCELLANEOUS

    

    


    
      	
              12.1

            	
              Liability:
      With respect to liability for any damage suffered by HABC or any third
      party caused by (Grand) Parent Stock, Hypor will be liable only if and
      insofar as such damage is directly caused by the (Grand) Parent Stock at
      issue not being in accordance with its specifications due to the
      negligence of Hypor, such liability being limited to the amount equal to
      the invoice value of the goods in
question.

            


    

    


    
      	
              12.2

            	
              No
      Warranties: Other than as specifically stated in this Agreement, Hypor
      grants no warranty, representation or guarantee, with respect to the
      productiveness, merchantability, or fitness for any purpose of the (Great)
      Grand Parent Stock or (Grand) Parent Stock and no oral or written
      representation by Hypor shall be interpreted to contain any such warranty
      or guarantee.

            


    


    
      
         


      

      
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              12.3

            	
              Force
      Majeure: Notwithstanding Article 11, each of the undersigned shall be
      excused from the performance of its obligations hereunder in the event
      such performance is prevented by Force Majeure, provided that the
      undersigned concerned shall use its best efforts to complete such
      performance by other means.

            


    

    


    
      	
               
      

            	
              For
      the purpose of this Agreement, Force Majeure shall be understood to
      include any circumstances beyond the control of Hypor, HABC or AgFeed,
      even if such circumstances were already foreseeable at the time this
      Agreement was concluded, that permanently or temporarily prevent
      fulfilment of the present Agreement, in total or in part, including, but
      not limited to: acts of God, acts, regulations or laws of any government,
      war, civil commotion, destruction of production facilities or materials by
      fire, earthquake or storm, labour disturbances, epidemic and failure of
      public utilities or carriers.

            


    

    


    
      	
              12.4

            	
              Assignment:
      This Agreement is personal to HABC and the rights and obligations of HABC
      under this Agreement cannot be passed to any third party nor are they
      assignable by HABC to any third party, unless with prior written consent
      of Hypor.

            


    

    


    
      	
               
      

            	
              Without
      detriment thereto, no assignment or transfer shall be valid and effective
      unless and until the assignee/transferee shall agree in writing to be
      bound by all of the provisions of this
  Agreement.

            


    

    


    
      	
              12.5

            	
              Waiver:
      No omission or delay on the part of any of the undersigned in requiring a
      due and punctual fulfilment by any of the other undersigned of the
      obligations of such other undersigned shall be deemed to constitute a
      waiver by the omitting or delaying party of any of its rights to require
      such due and punctual fulfilment of any other obligations hereunder
      whether similar or otherwise, or a waiver of any remedy it might have
      hereunder.

            


    

    


    
      	
               
      

            	
              The
      failure on the part of any of the undersigned to exercise or enforce any
      right conferred upon it hereunder shall not be a waiver of any such right
      nor operate to bar the exercise of enforcement thereof at any time or
      times thereafter.

            


    

    


    
      	
               
      

            	
              Waiver
      of any breach of any provision hereof shall not be deemed to be a waiver
      of any other breach of said provision or any breach of any other provision
      hereof.

            


    

    


    
      	
              12.6

            	
              Annexes:
      The Annexes annexed to this Agreement or to be added thereto shall, for
      the purpose of this Agreement, be deemed to form part of this Agreement,
      it being understood and agreed that in case of any deviation or
      discrepancy between the text of this Agreement and any stipulation made in
      one or more of the Annexes hereto, the text of the former shall
      prevail.

            


    

    


    
      	
              12.7

            	
              Entire
      understanding: The terms and conditions of this Agreement constitute the
      entire agreement and understanding of the undersigned, supersede all
      previous communications, whether oral or written, between the undersigned,
      including any previous agreement or understanding varying or extending the
      same, and there are no further or other agreements or understandings,
      written or oral, in effect between the undersigned with respect to the
      subject matter hereof.

            


    


    
      
         


      

      
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              The
      making, execution and delivery of this Agreement have been induced by no
      representations, statements, warranties or agreements other than those
      herein expressed.

            


    

    


    
      	
              12.8

            	
              Applicable
      law: Regardless of the place of agreement, the place of performance or
      otherwise, this Agreement, and all amendments, modifications, alterations,
      or supplements hereto, shall be construed under, governed by, and the
      legal relations between the undersigned determined in accordance with the
      Laws of The Netherlands.

            


    

    


    
      	
              12.9

            	
              Settlement
      of disputes: Any controversy, claim or dispute arising out of or relating
      to any provision of this Agreement which can’t be resolved in an amicable
      manner, shall be finally settled by arbitration in accordance with the
      Rules of Arbitration of the International Chamber of Commerce by one or
      more arbitrators to be appointed in accordance with the said Rules. The
      place of arbitration shall be The
Hague.

            


    

    


    
      	
              12.10

            	
              Amendments:
      This Agreement may be amended or modified only by an instrument in writing
      of equal formality, signed by the duly authorized representatives of the
      respective undersigned.

            


    

    


    
      	
              12.11

            	
              Severability:
      The undersigned agree that no provision of this Agreement which may be
      deemed unenforceable shall in any way invalidate any other provision of
      this Agreement, all of which shall remain in full force and
      effect.

            


    

    


    
      	
              12.12

            	
              Notices:
      Any notice or communication provided for herein shall be deemed
      sufficiently sent if in writing and delivered or sent by airmail, or by
      registered airmail where that is specifically provided for by this
      Agreement, to HABC, Hypor or AgFeed at their respective addresses
      hereinabove set forth.

            


    

    


    
      	
               
      

            	
              Any
      notice or communication sent by airmail shall be deemed to have been
      received by the addressee on the third business day after the date of
      mailing, when the substance thereof has been sent to addressee by email on
      or before the said third business
day.

            


    

    


    
      	
              12.13

            	
              Paragraph
      headings: The paragraph headings in this Agreement have been incorporated
      for the sole purpose of more convenient reference but not for an
      interpretation of the clauses to which they
  refer.

            


    

    


    
      	
              12.14

            	
              General
      Terms. All services and deliveries of Hypor are subject to the General
      Conditions filed at the Chamber of Commerce for Oost Brabant at ‘s
      Hertogenbosch, The Netherlands and can be consulted at and downloaded from
      the website www.hypor.com. Should there be any discrepancy between the
      said General Conditions and the terms and conditions of this Agreement
      than the latter will prevail.

            


    

    


    [signature
page follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF,

    


    The
undersigned have caused this Agreement to be executed by their respective duly
authorized officers.

    


    
      
        	
                HYPOR
      B.V.

              
	 
      	 
      
	
                By:

              	
                /s/ M. H. M. Hendrix

              
	
                Name:

              	
                M.
      H. M. Hendrix

              
	
                Title:

              	
                President

              
	 
      	 
      
	
                AGFEED
      INDUSTRIES, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Li Songyan

              
	
                Name:

              	
                Li
      Songyan

              
	
                Title:

              	
                Chairman

              
	 
      	 
      
	
                HYPOR
      AGFEED BREEDING COMPANY

                INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Li Songyan

              
	
                Name:

              	
                Li
      Songyan

              
	
                Title:

              	
                Authorized
      Signatory

              


      

    


    
      
         


      

      
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